SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FITES DONALD V

(Last)

(First)

(Middle)

133 PEACHTREE STREET, N.E.

(Street)

ATLANTA

30303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GEORGIA PACIFIC CORP [ GP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Georgia-Pacific Common Stock	12/23/2005		D		15,822	D	$48⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽²⁾	12/23/2005		D			2,595.904	⁽³⁾	⁽³⁾	Georgia-Pacific Common Stock	2,595.904	$48	0	D
GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2002	$15.22	12/23/2005		D			8,200	⁽⁴⁾	01/31/2013	Georgia-Pacific Common Stock	8,200	$32.78	0	D
GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2002	$24.8	12/23/2005		D			4,000	⁽⁵⁾	02/01/2012	Georgia-Pacific Common Stock	4,000	$23.2	0	D
GEORGIA-PACIFIC OUTSIDE DIRECTORS STOCK OPTION PLAN - 2004	$28.1	12/23/2005		D			3,407	⁽⁶⁾	02/01/2014	Georgia-Pacific Common Stock	3,407	$19.9	0	D
Phantom Stock Units - GP	⁽⁷⁾	12/23/2005		D			15,371.05	⁽⁸⁾	⁽⁸⁾	Georgia-Pacific Common Stock	15,371.05	$48	0.0008	D

Explanation of Responses:

1. Represents restricted stock that vested in connection with that certain merger agreement, dated as of November 13, 2005, between Koch Industries, Inc., Koch Forest Products, Inc. and Georgia-Pacific Corporation (the "Merger Agreement"). Such shares were disposed of for a cash payment of $48 per share, pursuant to the Merger Agreement.

2. Each deferred stock unit issued under the Georgia-Pacific Corporation Outside Director Deferred Stock Unit Plan (the "Stock Unit Plan") is equivalent in value as of the date of issuance to one share of Georgia-Pacific Corporation common stock.

3. The value of each deferred stock unit will track the value of a single share of Georgia-Pacific common stock. The deferred stock units acquired under the Stock Unit Plan is expected to be settled in a lump sum cash payment not later than 30 days following the effective date of the merger.

4. This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning January 31, 2004, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement.

5. This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning February 1, 2003, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement.

6. This option, under the terms of the Georgia-Pacific Corporation Outside Directors Stock Option Plan, which provided for vesting in three annual installments beginning February 1, 2005, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the tender offer price of $48 per share, as set forth in the Merger Agreement.

7. Under the Georgia-Pacific Corporation Directors Deferred Compensation Plan (the "Plan"), each phantom stock unit is equivalent in value to one share of Georgia-Pacific Corporation common stock.

8. The phantom stock units acquired under the Plan will be settled in cash. Payments will be made on a date or dates certain, based on the reporting person's irrevocable election to receive either a single cash payment or a specified number of annual installments.

	By: Keith L. Belknap, Attorney-in-Fact For: DONALD V. FITES	12/28/2005
	** Signature of Reporting Person	Date
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